[{"data":1,"prerenderedAt":523},["ShallowReactive",2],{"document-consulting-agreement---long-D12543":3},{"document":4,"label":24,"preview":11,"thumb":25,"thumb600":26,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":27,"breadcrumb":31,"related":37,"customDescModule":176,"customdescription":6,"mdFm":177,"mdProseHtml":522},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":23},"CONSULTING AGREEMENT This Consulting Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [CONSULTANT NAME] (the \"Consultant\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] In the event of a conflict in the provisions of any attachments hereto and the provisions set forth in this Agreement, the provisions of such attachments shall govern. In consideration of the foregoing and of the mutual promises set forth herein, and intending to be legally bound, the parties hereto agree as follows: RECITALS Consultant has expertise in the area of the Company's business and is willing to provide consulting services to the Company. The Company is willing to engage Consultant as an independent contractor, and not as an employee, on the terms and conditions set forth herein. The Company desires to obtain the services of Consultant by means of services provided by Consultant's employees dispatched by Consultant to provide services to Company hereunder (\"Agents\"), on its own behalf and on behalf of all existing and future Affiliated Companies (defined as any corporation or other business entity or entities that directly or indirectly controls, is controlled by, or is under common control with the Company), and Consultant desires to provide consulting services to the Company upon the following terms and conditions. The Company has spent significant time, effort, and money to develop certain Proprietary Information (as defined below), which the Company considers vital to its business and goodwill. The Proprietary Information will necessarily be communicated to or acquired by Consultant and its Agents in the course of providing consulting services to the Company, and the Company desires to obtain the services of Consultant, only if, in doing so, it can protect its Proprietary Information and goodwill. SERVICES Consultant agrees to perform for Company the services listed in the Scope of Services section in Exhibit A, attached hereto and executed by both Company and Consultant. Such services are hereinafter referred to as \"Services.\" Company agrees that consultant shall have ready access to Company's staff and resources as necessary to perform the Consultant's services provided for by this contract. CONSULTING PERIOD Basic Term The Company hereby retains the Consultant and Consultant agrees to render to the Company those services described in Exhibit A for the period (the \"Consulting Period\") commencing on the date of this Agreement and ending upon the earlier of (i) [APPLICABLE DATE], (the \"Term Date\"), and (ii) the date the Consulting Period is terminated in accordance with Section 7. The Company shall pay the Consultant the compensation to which it is entitled under Section 5 through the end of the Consulting Period, and, thereafter, the Company's obligations hereunder shall end. Renewal Subject to Section 7, the Consulting Period will be automatically renewed for an additional [AGREED UPON NUMBER OF MONTHS] month period (without any action by either party) on the Term Date and on each anniversary thereof, unless one party gives to the other written notice [NUMBER] days in advance of the beginning of any [AGREED UPON NUMBER OF MONTHS] month renewal period that the Consulting Period is to be terminated, provided, that in no event shall the Consulting Period extend beyond [DEADLINE DATE]. Either party's right to terminate the Consulting Period, instead of renewing the Agreement, shall be with or without cause. DUTIES AND RESPONSIBILITIES Consultant hereby agrees to provide and perform for the Company those services set forth on Exhibit A attached hereto. Consultant shall devote its best efforts to the performance of the services and to such other services as may be reasonably requested by the Company and hereby agrees to devote, unless otherwise requested in writing by the Company, (a minimum of at least [AGREED UPON NUMBER OF HOURS] hours of service per week/or assign [AGREED UPON NUMBER OF INDIVIDUALS] individuals to provide services to the Company). Consultant shall use its best efforts to furnish competent Agents possessing a sufficient working knowledge of the Company's research, development and products to fulfill Consultant's obligations hereunder. Any Agent of Consultant who, in the sole opinion of the Company, is unable to adequately perform any services hereunder shall be replaced by Consultant within [AGREED UPON NUMBER OF DAYS] days after receipt of notice from the Company of its desire to have such Agent replaced. Consultant shall use its best efforts to comply with, and to ensure that each of its Agents comply with, all policies and practices regarding the use of facilities at which services are to be perform hereunder. Consultant agrees and shall cause each of its Agents to agree to the Acknowledgement and Inventions Assignment attached hereto as Exhibit B, and Consultant shall deliver a signed original of such Acknowledgement and Inventions Assignment to Company prior to such Agent's commencement of the provision of services for the Company. Consultant shall obtain for the benefit of the Company, as an intended third-party beneficiary thereof, prior to the performance of any services hereunder by any of the Agents, the written agreement of Agent to be bound by terms no less restrictive than the terms of Sections 2, 5, 6, and 7 of this Agreement. Personnel supplied by Consultant to provide services to Company under this Agreement will be deemed Consultant's employees or agents and will not for any purpose be considered employees or agents of Company. Consultant assumes full responsibility for the actions of such personnel while performing services pursuant to this Agreement, and shall be solely responsible for their supervision, daily direction and control, provision of employment benefits (if any) and payment of salary (including all required withholding of taxes). COMPENSATION, BENEFITS AND EXPENSES Compensation In consideration of the services to be rendered hereunder, including, without limitation, services to any Affiliated Company, Consultant shall be paid [AMOUNT], payable at the time and pursuant to the procedures regularly established, and as they may be amended, by the Company during the course of this Agreement. Benefits Other than the compensation specified in this 5.1, neither Consultant nor its Agents shall be entitled to any direct or indirect compensation for services performed hereunder. Expenses The Company shall reimburse Consultant for reasonable travel and other business expenses incurred by its Agents in the performance of the duties hereunder in accordance with the Company's general policies, as they may be amended from time to time during the course of this Agreement. INVOICING Company shall pay the amounts agreed to herein upon receipt of invoices which shall be sent by Consultant, and Company shall pay the amount of such invoices to Consultant. TERMINATION OF CONSULTING RELATIONSHIP By the Company or the Consultant At any time, either the Company or the Consultant may terminate, without liability, the Consulting Period for any reason, with or without cause, by giving [AGREED UPON NUMBER OF DAYS] days advance written notice to the other party. If the Consultant terminates its consulting relationship with the Company pursuant to Sections 2, 3 and 4, the Company shall have the option, in its complete discretion, to terminate Consultant immediately without the running of any notice period",null,"Consulting Agreement Long","12",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/consulting-agreement---long-D12543.png","https://templates.business-in-a-box.com/imgs/250px/12543.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12543.xml",{"title":15,"description":6},"consulting agreement long",[17,20],{"label":18,"url":19},"Legal Agreements","/templates/business-legal-agreements/",{"label":21,"url":22},"Consulting Agreements","/templates/consulting-agreement/","consulting agreement   long","Consulting Agreement Long Template","https://templates.business-in-a-box.com/imgs/400px/12543.png","https://templates.business-in-a-box.com/imgs/600px/12543.png",[28,17,20],{"label":29,"url":30},"Templates","/templates/",[32,33,34],{"label":29,"url":30},{"label":18,"url":19},{"label":35,"url":36},"Services & Consulting","/templates/services-and-consulting/",[38,42,46,50,54,58,62,66,70,74,78,82,86,101,117,133,145,158],{"label":39,"url":40,"thumb":41,"extension":10},"Marketing Consulting Agreement","/template/marketing-consulting-agreement-D14009","https://templates.business-in-a-box.com/imgs/250px/14009.png",{"label":43,"url":44,"thumb":45,"extension":10},"Retainer Consulting Agreement","/template/retainer-consulting-agreement-D13388","https://templates.business-in-a-box.com/imgs/250px/13388.png",{"label":47,"url":48,"thumb":49,"extension":10},"Contract Management Consulting Agreement","/template/contract-management-consulting-agreement-D13941","https://templates.business-in-a-box.com/imgs/250px/13941.png",{"label":51,"url":52,"thumb":53,"extension":10},"Time and Materials Consulting Agreement","/template/time-and-materials-consulting-agreement-D175","https://templates.business-in-a-box.com/imgs/250px/175.png",{"label":55,"url":56,"thumb":57,"extension":10},"Consulting Agreement with Sharing of Software Revenues","/template/consulting-agreement-with-sharing-of-software-revenues-D785","https://templates.business-in-a-box.com/imgs/250px/785.png",{"label":59,"url":60,"thumb":61,"extension":10},"Software Development and Consulting Services Agreement","/template/software-development-and-consulting-services-agreement-D800","https://templates.business-in-a-box.com/imgs/250px/800.png",{"label":63,"url":64,"thumb":65,"extension":10},"Equipment Lease Agreement Long","/template/equipment-lease-agreement-long-D1141","https://templates.business-in-a-box.com/imgs/250px/1141.png",{"label":67,"url":68,"thumb":69,"extension":10},"License Agreement Long Form","/template/license-agreement-long-form-D1020","https://templates.business-in-a-box.com/imgs/250px/1020.png",{"label":71,"url":72,"thumb":73,"extension":10},"Option to Buy Agreement Long","/template/option-to-buy-agreement-long-D1192","https://templates.business-in-a-box.com/imgs/250px/1192.png",{"label":75,"url":76,"thumb":77,"extension":10},"Subordination Agreement Long Form","/template/subordination-agreement-long-form-D424","https://templates.business-in-a-box.com/imgs/250px/424.png",{"label":79,"url":80,"thumb":81,"extension":10},"Employee Email Policies Long","/template/employee-email-policies-long-D711","https://templates.business-in-a-box.com/imgs/250px/711.png",{"label":83,"url":84,"thumb":85,"extension":10},"Consulting Contract","/template/consulting-agreement-short-D155","https://templates.business-in-a-box.com/imgs/250px/155.png",{"description":87,"descriptionCustom":6,"label":88,"pages":89,"size":90,"extension":10,"preview":91,"thumb":92,"svgFrame":93,"seoMetadata":94,"parents":95,"keywords":99,"url":100},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[96],{"label":97,"url":98},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":102,"descriptionCustom":6,"label":103,"pages":104,"size":9,"extension":10,"preview":105,"thumb":106,"svgFrame":107,"seoMetadata":108,"parents":110,"keywords":109,"url":116},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":109,"description":6},"non disclosure agreement nda",[111,113],{"label":18,"url":112},"business-legal-agreements",{"label":114,"url":115},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":118,"descriptionCustom":6,"label":119,"pages":89,"size":9,"extension":10,"preview":120,"thumb":121,"svgFrame":122,"seoMetadata":123,"parents":125,"keywords":124,"url":132},"ADVISORY BOARD AGREEMENT This Advisory Board Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its principal place of business located at: [COMPLETE ADDRESS] AND: [ADVISOR NAME] (the \"Advisor\"), an individual with their principal place of residence/business located at: [COMPLETE ADDRESS] WHEREAS, the Company desires to engage the Advisor to serve as a member of the Company's Advisory Board and to provide strategic advice and counsel to the Company; and WHEREAS, the Advisor agrees to provide such services in accordance with the terms and conditions of this Agreement; NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties hereto agree as follows: APPOINTMENT AND TERM Appointment: The Company hereby appoints the Advisor as a member of its Advisory Board, and the Advisor accepts such appointment, subject to the terms of this Agreement. Term of Service: The Advisor's appointment shall be for a term of [NUMBER OF YEARS] years, commencing on [START DATE] and ending on [END DATE], unless terminated earlier in accordance with this Agreement. Upon mutual agreement, the term may be extended or renewed. DUTIES AND RESPONSIBILITIES 2.1 Advisory Services: The Advisor agrees to provide strategic advice, industry insights, and guidance to the Company's management team as a member of the Advisory Board. The Advisor's role is consultative and non-binding and may include the following: Attending and participating in Advisory Board meetings. Offering counsel on business strategies, market trends, and growth opportunities. Providing advice on operational and management issues as requested by the Company. Assisting with the development of partnerships, investments, and other business relationships. 2.2 Time Commitment: The Advisor shall devote a reasonable amount of time to the Company, including attending Advisory Board meetings [NUMBER OF TIMES] per year and being available for consultations as needed. The specific meeting schedule shall be agreed upon in advance. 2.3 No Authority to Act: The Advisor acknowledges that their role is purely advisory, and they have no authority to bind the Company or act on its behalf unless specifically authorized by the Company in writing. COMPENSATION AND EXPENSES 3.1 Compensation: As compensation for serving as a member of the Advisory Board, the Advisor shall receive [DESCRIPTION OF COMPENSATION, e.g., an annual retainer of [AMOUNT], equity in the Company, stock options, or other forms of remuneration]. Specific details regarding equity compensation, if applicable, are outlined in Schedule A attached to this Agreement. 3.2 Reimbursement of Expenses: The Company agrees to reimburse the Advisor for any reasonable and necessary expenses incurred in connection with their role on the Advisory Board, including travel and lodging expenses for attending meetings, provided that such expenses are pre-approved by the Company. CONFIDENTIALITY AND NON-DISCLOSURE 4.1 Confidential Information: The Advisor acknowledges that during their service on the Advisory Board, they may have access to the Company's confidential or proprietary information, including but not limited to business plans, financial data, intellectual property, marketing strategies, and customer information (the \"Confidential Information\"). 4.2 Non-Disclosure: The Advisor agrees to maintain the confidentiality of all Confidential Information and not to disclose it to any third party without the Company's prior written consent. This obligation of confidentiality shall survive the termination or expiration of this Agreement. 4","Advisory Board Agreement","https://templates.business-in-a-box.com/imgs/1000px/advisory-board-agreement-D13898.png","https://templates.business-in-a-box.com/imgs/250px/13898.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13898.xml",{"title":124,"description":6},"advisory board agreement",[126,129],{"label":127,"url":128},"Business Plan Kit","business-plan-kit",{"label":130,"url":131},"Board of Directors","board-of-directors","/template/advisory-board-agreement-D13898",{"description":134,"descriptionCustom":6,"label":135,"pages":136,"size":9,"extension":10,"preview":137,"thumb":138,"svgFrame":139,"seoMetadata":140,"parents":142,"keywords":141,"url":144},"SUBCONTRACT AGREEMENT This Subcontract Agreement (the \"Agreement\") is made and effective this [Date], BETWEEN: [YOUR COMPANY NAME] (the \"Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SUBCONTRACTOR NAME] (the \"Subcontractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS Contractor has entered into, or will hereafter enter into, a general construction contract, henceforth \"The Prime Contract\" with [General Contractor], to perform in accordance with various contract documents and specifications certain work prepared by [architect], henceforth \"Architect\", and/or to furnish labor, materials, supplies, labor and/or goods required to construct the following named and described construction project: [Describe], henceforth \"The Project\", located in [address], and WHEREAS Contractor desires to retain Subcontractor to perform certain contract work in accordance with various contract documents and specifications and/or to furnish labor, materials, supplies, labor and/or goods for The Project; NOW THEREFORE Contractor and Subcontractor agree as follows: SUBCONTRACT WORK Subcontractor shall be employed as an independent contractor and shall provide and furnish all labor, materials, tools, supplies, equipment, services, facilities, supervision, and administration necessary for the proper and complete performance and acceptance of the following portions of the work, hereinafter \"the Subcontract Work\", for the Project, together with such other portions of the drawings, specifications and addendum as related thereto: SEE EXHIBIT A: Scope, Conditions, And List of Attachments SUBCONTRACTOR PRICE In consideration of Subcontractor's performance of this Subcontract, and at the times and subject to the terms and conditions hereinafter set forth, Contractor shall pay to Subcontractor the total sum of [AMOUNT], hereinafter \"subcontract price.\" Said subcontract price is dependent upon the conditions set forth in Exhibit A being met. Should said conditions not be met, the subcontract amount shall be modified accordingly. SPECIAL CONDITIONS The Special Conditions to Subcontract are incorporated in this Subcontract as though fully set forth herein. Subcontractor hereby acknowledges receipt of the Special Conditions. COMMUNICATION AND NOTICE","Subcontract Agreement","4","https://templates.business-in-a-box.com/imgs/1000px/subcontract-agreement-D172.png","https://templates.business-in-a-box.com/imgs/250px/172.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#172.xml",{"title":141,"description":6},"subcontract agreement",[143],{"label":97,"url":98},"/template/subcontract-agreement-D172",{"description":146,"descriptionCustom":6,"label":147,"pages":89,"size":9,"extension":10,"preview":148,"thumb":149,"svgFrame":150,"seoMetadata":151,"parents":153,"keywords":152,"url":157},"FREELANCE CONTRACT This Freelance Contract (the \"Contract\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [FREELANCER NAME] (the \"Freelancer\"), an individual with their main address located at: [YOUR COMPLETE ADDRESS] Collectively, the Company and the Freelancer shall be referred to as the \"Parties.\" WHEREAS, the Company has a requirement of [SPECIFY FREELANCER SERVICES]; WHEREAS, the Freelancer has the skills and has expressed interest in performing such services for the Company; WHEREAS, the Parties wish to set forth the terms and conditions upon which such services will be provided to the Company by the Freelancer; NOW, THEREFORE, the Parties agree as follows: ENGAGEMENT The Company hereby engages the services of the Freelancer, and the Freelancer agrees to provide the services described further herein. The Freelancer shall provide [SPECIFY FREELANCER SERVICES] to the Company, attached hereinafter as Exhibit A. FEES For services performed during the Term, the Company will pay the Freelancer at the rate of [RATE] per [HOUR/DAY/MONTH]. TERM The Contract shall begin as of the date of this Contract and shall be in effect until terminated by mutual consent expressed in writing, signed by both Parties. NO SUB-CONTRACTING The Freelancer is being engaged to perform services within his asserted areas of professional expertise and shall not delegate or subcontract any portion of the services to be performed hereunder. INDEPENDENT CONTRACTOR RELATIONSHIP No Employment Relationship. The Company and the Freelancer each expressly agree and understand that they are creating an independent contractor relationship, and that the Freelancer shall not be considered an employee of the Company for any purpose. The Freelancer is not entitled to receive or participate in any medical, retirement, vacation, paid or unpaid leave, or other benefits provided by the Company to its employees. The Freelancer is exclusively responsible for all taxes and any other statutory benefits otherwise required to be provided to employees, and all fees and licenses, if any, required for the performance of the services hereunder. No Exclusivity of Services Other Than to Competitors. This Contract shall not restrict the Freelancer from performing services for other companies or clients or businesses, provided, however, that during the Term of this Contract the Freelancer shall not apply, bid, or contract for, or undertake any employment, independent contractor work, or consulting work with any competitor of the Company. The determination of which businesses constitute \"competitors\" of the Company shall be solely within the exclusive discretion of the Company. Performance of Services for Competitors. The Freelancer will notify the Company immediately if, during the Term, he engages, or proposes to engage in the performance of services for any competitor of the Company, or any vendor to or customer of the Company. If the Freelancer performs services, whether as an employee or an independent contractor, for a competitor of the Company during the Term of this Contract, the Company may terminate this Contract immediately and without further obligation. Additionally, to avoid the appearance or existence of a conflict of interest, during the Term, the Freelancer must fully disclose in advance to the Company the terms of any proposed or actual services for a vendor or customer of the Company, and the Company shall have the right, in its sole discretion, to disapprove the transaction on conflict of interest grounds, or alternatively, to terminate this Contract immediately and without further obligation to the Freelancer. SOLICITATION The Freelancer agrees to refrain from any solicitation or recruitment (directly or indirectly) of any of the Company's employees during the Term of this Contract and for a period after the expiration or termination of this Contract equal in duration to the duration of this Contract. General solicitation, not directed at the Company's employees, will not constitute a violation of this section. LANGUAGE OF THE CONTRACT The language of the Contract shall be the English Language, which shall be the binding and controlling language for all matters relating to the meaning or interpretation of the Contract. CONFIDENTIAL INFORMATION AND NON-DISCLOSURE Confidential Information Defined. As used herein, the term \"Confidential Information\" shall mean and include, without limitation, any and all trade secrets, secret processes, marketing data, marketing plans, marketing strategies, customer names and addresses, prospective customer lists, data concerning the Company's products and methods, computer software, files and documents, and any other information of a similar nature disclosed to the Freelancer or otherwise made known to him as a consequence of or through his relationship with the Company. Confidential Information Belongs to the Company. All notes, data reference materials, memoranda, documentation and records in any way incorporating or reflecting any of the Confidential Information shall belong exclusively to the Company, and the Freelancer agrees to return the originals and all copies of such materials in his possession, custody or control to the Company upon request or upon termination or expiration of the Term of this Contract. Confidentiality Obligation","Freelance Contract","https://templates.business-in-a-box.com/imgs/1000px/freelance-contract-D13270.png","https://templates.business-in-a-box.com/imgs/250px/13270.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13270.xml",{"title":152,"description":6},"freelance contract",[154,155],{"label":18,"url":112},{"label":21,"url":156},"consulting-agreement","/template/freelance-contract-D13270",{"description":159,"descriptionCustom":6,"label":160,"pages":161,"size":9,"extension":10,"preview":162,"thumb":163,"svgFrame":164,"seoMetadata":165,"parents":167,"keywords":166,"url":175},"EMPLOYMENT AGREEMENT - AT WILL EMPLOYEE This Employment Agreement for \"At Will\" Employee (the \"Agreement\") is made and effective this [DATE], BETWEEN: [EMPLOYEE NAME] (the \"Employee\"), an individual with his main address at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Corporation\"), an entity organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Corporation hereby employs the Employee and the Employee hereby agrees to perform services as an employee of the Corporation, on an \"at will\" basis, upon the following terms and conditions: APPOINTMENT The Employee is hereby employed by the Corporation to render such services and to perform such tasks as may be assigned by the Corporation. The Corporation may, in its sole discretion, increase or reduce the duties, or modify the title and job description, of the Employee from time to time, and any such increase, reduction or modification shall not be deemed a termination of this Agreement. ACCEPTANCE OF EMPLOYMENT Employee accepts employment with the Corporation upon the terms set forth above and agrees to devote all Employee's time, energy and ability to the interests of the Corporation, and to perform Employee's duties in an efficient, trustworthy and business-like manner. DEVOTION OF TIME TO EMPLOYMENT The Employee shall devote the Employee's best efforts and substantially all of the Employee's working time to performing the duties on behalf of the Corporation. The Employee shall provide services during the hours that are scheduled by the Corporation management. The Employee shall be prompt in reporting to work at the assigned time. NO CONFLICT OF INTEREST Employee shall not engage in any other business while employed by the Corporation. Employee shall not engage in any activity that conflicts with the Employees duties to the Corporation. Employee shall not provide any service or lend any aid or assistance to any party that competes with the services offered by the Corporation. Employee shall not provide any services to clients or prospective clients of the Corporation outside of the provision of services for the Corporation, whether such services are provided with or without compensation or remuneration. CORPORATION PROPERTY Employee acknowledges and agrees that while employed by the Corporation the Employee may be provided with use of computer equipment and other property of the Corporation. The use and possession of the such items shall be subject to any policies, requirements or restrictions established by the Corporation. Such items may only be used in performance of the Employee's duties for the corporation. On request of the Corporation, the Employee shall immediately deliver any such items to the Corporation. Upon termination of employment, Employee shall have the affirmative duty to return any such item to the Corporation whether a request is made or not. The obligation to return Corporation property shall extend and include any and all work product, client property, proprietary rights, intangible property, and all other property of the corporation regardless of the form or medium. COMPENSATION The Corporation shall pay the Employee such hourly compensation as determined by the Corporation. Payment shall be at the same time as the Corporations usual payroll to other employees. BONUS & BENEFITS Payment of any bonuses shall be at the complete discretion of the Corporation. No guarantee or representation that any bonuses will be paid has been made to the Employee. Standard benefits that are provided to other non-management employees shall be offered to the Employee, subject to the Corporation's policies and the terms and conditions of such benefits. WITHHOLDING All sums payable to Employee under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. QUALIFICATIONS OF EMPLOYEE The employee shall satisfy all of the qualification that are established by the Corporation. TERM OF AGREEMENT There shall be no guaranteed term of employment. Employer acknowledges and agrees that Employee shall be an \"At Will\" Employee and that Employee's employment may be terminated at any time by the Corporation, with or without cause. FEES FROM EMPLOYEE'S WORK The Corporation shall have exclusive authority to determine the fees, or a procedure for establishing the fees, to be charged to clients by the Corporation for services that are provided by the Employee. All sums paid to the Employee or the Corporation in the way of fees, in cash or in kind, or otherwise for services of the Employee, shall, except as otherwise specifically agreed by the Corporation, be and remain the property of the Corporation and shall be included in the Corporation's name in such checking account or accounts as the Corporation may from time to time designate. CLIENTS AND CLIENT RECORDS The Corporation shall have the authority to determine who will be accepted as clients of the Corporation, and the Employee recognizes that such clients accepted are clients of the Corporation and not the Employee. All client records and files of any type concerning clients of the Corporation shall belong to and remain the property of the Corporation, notwithstanding the subsequent termination of the employment. POLICIES AND PROCEDURES The Corporation shall have the authority to establish from time to time the policies and procedures to be followed by the Employee in performing services for the Corporation. This may include, but is not necessarily limited to, employment policies, computer use policies, Internet access policies, email policies, and all other policies, procedures, directives, and mandates established by the Corporation, whether or not in written form or formally adopted. Employee shall abide by the provisions of any contract entered into by the Corporation under which the Employee provides services. Employee shall comply with the terms and conditions of any and all contracts entered by the Corporation. TERMINATION Employee acknowledges and agrees that Employee is an \"at will\" employee of the Corporation. As such, no term of employment is created hereby and employee may be terminated at any time in the sole discretion of the Corporation, whether there exists any cause for termination or not. CREATIONS AND INVENTIONS Employee acknowledges and agrees that any and all work product of the Employee that is conceived or created during the Employee's employment with the Corporation is the exclusive property of the Corporation. This shall include any and all copyrights, trade secrets, confidential information, patents, trademarks, trade dress, ideas, concepts, plans, business plans, business concepts, techniques, inventions, drawings, artwork, logos, graphics, web pages, databases, software, programs, CGI's, plug ins, applications, brochures, inventions, marketing plans and concepts, and all other ideas and work product of the Employee. The Employee acknowledges and agrees that all creations shall be \"works made for hire\" as defined in the [ACT OR CODE]. Notwithstanding the fact that this material may be considered to be a work made for hire, Employee agrees, during Employee's employment and thereafter, which covenant shall survive any termination of the employment relationship, to execute any and all documents requested by the Corporation to confirm the Corporation's ownership and control of all such material, including but not limited to assignments of copyright, confirmations of work for hire status, waivers of proprietary rights, copyright application, and any other documents requested by Corporation. RESTRICTIVE COVENANTS","Employment Agreement_At Will Employee","7","https://templates.business-in-a-box.com/imgs/1000px/employment-agreement_at-will-employee-D541.png","https://templates.business-in-a-box.com/imgs/250px/541.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#541.xml",{"title":166,"description":6},"employment agreement_at will employee",[168,171,174],{"label":169,"url":170},"Human Resources","human-resources",{"label":172,"url":173},"Hire an Employee","hire-employee",{"label":18,"url":112},"/template/employment-agreement_at-will-employee-D541",false,{"seo":178,"reviewer":190,"legal_disclaimer":194,"quick_facts":195,"at_a_glance":197,"personas":201,"variants":226,"glossary":251,"clauses":285,"how_to_fill":336,"common_mistakes":377,"faqs":402,"industries":430,"comparisons":455,"diy_vs_lawyer":469,"jurisdictions":482,"related_template_ids_curated":503,"schema":510,"classification":511},{"meta_title":179,"meta_description":180,"primary_keyword":181,"secondary_keywords":182,"family":181,"is_canonical":176},"Consulting Agreement Template (Long) (Free Word)","Free long-form consulting agreement template covering scope, fees, IP ownership, confidentiality, non-solicitation, and termination. Used in 190+ countries. Free Word and PDF download.","consulting agreement template",[183,184,185,186,187,188,189],"consulting contract template","consulting agreement template word","consulting agreement template free","consultant contract template","freelance consulting agreement","independent consultant agreement","consulting services contract",{"name":191,"credential":192,"reviewed_date":193},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":196,"legal_review_recommended":194,"signature_required":194,"notarization_required":176},"advanced",{"what_it_is":198,"when_you_need_it":199,"whats_inside":200},"A Consulting Agreement (Long Form) is a legally binding contract between a client company and an independent consultant that governs a professional services engagement in full detail. This free Word download covers scope of work, fees, payment terms, IP ownership, confidentiality, non-solicitation, indemnification, and termination — everything needed to protect both parties from the first day of engagement through final payment.\n","Use it whenever you engage an external consultant for a material project — particularly when the engagement involves access to confidential information, creation of deliverables you intend to own, or a relationship lasting more than a few weeks. It is also appropriate when the consulting fees exceed a threshold that makes a handshake or simple letter of engagement inadequate.\n","Scope of work and deliverables, fee structure and payment milestones, intellectual property assignment, confidentiality obligations, independent contractor classification, non-solicitation restrictions, limitation of liability, indemnification, termination rights, and governing law.\n",[202,206,210,214,218,222],{"title":203,"use_case":204,"icon_asset_id":205},"Business owners hiring consultants","Protecting IP and setting clear deliverable expectations before work begins","persona-small-business-owner",{"title":207,"use_case":208,"icon_asset_id":209},"Independent consultants","Documenting scope, fees, and payment terms to prevent scope creep and late payment","persona-freelancer",{"title":211,"use_case":212,"icon_asset_id":213},"Startup founders","Engaging advisors or fractional executives with IP and confidentiality protections","persona-startup-founder",{"title":215,"use_case":216,"icon_asset_id":217},"Procurement and legal teams","Standardizing the vendor engagement process across departments","persona-operations-director",{"title":219,"use_case":220,"icon_asset_id":221},"Marketing and technology agencies","Formalizing client engagements with defined deliverables and revision limits","persona-agency",{"title":223,"use_case":224,"icon_asset_id":225},"HR and interim management firms","Placing fractional executives or project-based specialists under a binding contract","persona-hr-manager",[227,231,234,238,241,244,247],{"situation":228,"recommended_template":229,"slug":230},"Short project or one-time deliverable with minimal confidentiality risk","Consulting Agreement (Short Form)","consulting-agreement---long-D12543",{"situation":232,"recommended_template":147,"slug":233},"Engaging a freelancer for creative, design, or writing work","freelance-contract-D13270",{"situation":235,"recommended_template":236,"slug":237},"Ongoing retainer with no defined project end date","Retainer Agreement","retainer-agreement-D12703",{"situation":239,"recommended_template":88,"slug":240},"Contracting with a self-employed individual where worker classification is a concern","independent-contractor-agreement-D160",{"situation":242,"recommended_template":243,"slug":230},"Software or IT consulting with source code deliverables","IT Consulting Agreement",{"situation":245,"recommended_template":119,"slug":246},"Management consulting or advisory board arrangement with equity","advisory-board-agreement-D13898",{"situation":248,"recommended_template":249,"slug":250},"Engaging a subcontractor on behalf of a prime contractor","Subcontractor Agreement","subcontract-agreement-D172",[252,255,258,261,264,267,270,273,276,279,282],{"term":253,"definition":254},"Scope of Work","The defined set of tasks, deliverables, timelines, and acceptance criteria that the consultant agrees to complete under the contract.",{"term":256,"definition":257},"Independent Contractor","A self-employed individual or business engaged to perform services without the legal status of an employee — no benefits, no tax withholding, and no employer control over how the work is performed.",{"term":259,"definition":260},"Intellectual Property Assignment","A clause that transfers ownership of all work product, deliverables, and inventions created during the engagement from the consultant to the client.",{"term":262,"definition":263},"Retainer","A recurring fixed fee paid to the consultant — typically monthly — to secure their availability for an ongoing or undefined scope of work.",{"term":265,"definition":266},"Milestone Payment","A payment triggered when a defined deliverable or project phase is completed and accepted, rather than paid on a fixed schedule.",{"term":268,"definition":269},"Limitation of Liability","A clause that caps the maximum financial exposure of one or both parties — typically to the total fees paid under the agreement — in the event of a breach or dispute.",{"term":271,"definition":272},"Indemnification","An obligation by one party to compensate the other for losses, damages, or legal costs arising from a specified breach, act, or omission.",{"term":274,"definition":275},"Non-Solicitation Clause","A restriction preventing the consultant from recruiting the client's employees, or the client from poaching the consultant's staff, for a defined period after the engagement ends.",{"term":277,"definition":278},"Work for Hire","A US copyright doctrine under which work created by an independent contractor can be designated as owned by the commissioning party — but only for specific categories of work and when agreed in writing.",{"term":280,"definition":281},"Governing Law","The jurisdiction whose laws will be used to interpret the contract and resolve any disputes arising from it.",{"term":283,"definition":284},"Force Majeure","A clause excusing non-performance when an extraordinary event outside either party's control — such as a natural disaster or government action — prevents fulfillment of contractual obligations.",[286,291,296,301,306,311,316,321,326,331],{"name":287,"plain_english":288,"sample_language":289,"common_mistake":290},"Parties and engagement details","Identifies the client and the consultant as legal entities, states the effective date of the agreement, and describes the nature of the engagement at a high level.","This Consulting Agreement ('Agreement') is entered into as of [DATE] between [CLIENT LEGAL NAME], a [STATE/PROVINCE] [ENTITY TYPE] ('Client'), and [CONSULTANT LEGAL NAME / FULL NAME], [a [STATE] [ENTITY TYPE] / an individual] ('Consultant').","Using a trade name instead of the registered legal entity for either party. If the named party doesn't match the legal person who signs, the contract may be unenforceable against the right entity.",{"name":292,"plain_english":293,"sample_language":294,"common_mistake":295},"Scope of work and deliverables","Defines precisely what the consultant will do, what outputs will be produced, the timeline, and how completion or acceptance is determined.","Consultant shall perform the services described in Schedule A ('Services'). Deliverables, milestones, and acceptance criteria are set out in Schedule A. Any changes to the scope require a written Change Order signed by both parties.","Embedding scope details in the contract body rather than a Schedule A. Detailed scope changes frequently — a Schedule allows updates without amending the master agreement.",{"name":297,"plain_english":298,"sample_language":299,"common_mistake":300},"Fees, expenses, and payment terms","States the consultant's compensation — hourly, project-based, or retainer — the invoicing schedule, payment due date, and the consequences of late payment.","Client shall pay Consultant [an hourly rate of $[X] / a fixed project fee of $[X] / a monthly retainer of $[X]], payable within [30] days of invoice. Invoices not paid within [30] days accrue interest at [1.5]% per month.","Omitting a late-payment interest clause. Without it, the consultant has no contractual basis to charge interest and must resort to collections or litigation for overdue amounts.",{"name":302,"plain_english":303,"sample_language":304,"common_mistake":305},"Independent contractor status","Confirms that the consultant is not an employee, is responsible for their own taxes, and receives no employment benefits — protecting the client from worker-misclassification liability.","Consultant is an independent contractor and not an employee, partner, or agent of Client. Consultant is solely responsible for all taxes, insurance, and statutory contributions arising from compensation received under this Agreement.","Including language that gives the client control over when, where, and how the consultant works. Courts treat behavioral control as the primary indicator of employment, which can trigger back taxes and benefit liability.",{"name":307,"plain_english":308,"sample_language":309,"common_mistake":310},"Intellectual property ownership","Assigns ownership of all deliverables, work product, and inventions created during the engagement to the client, while preserving the consultant's rights to pre-existing tools and general methodologies.","All work product and deliverables created by Consultant under this Agreement ('Work Product') shall be the sole property of Client and are hereby irrevocably assigned to Client. Consultant retains ownership of pre-existing tools, methodologies, and intellectual property ('Background IP') used in performing the Services.","No carve-out for the consultant's Background IP. Without one, the consultant may unknowingly transfer ownership of proprietary frameworks or tools they use across multiple client engagements.",{"name":312,"plain_english":313,"sample_language":314,"common_mistake":315},"Confidentiality","Prohibits the consultant from disclosing or misusing the client's confidential information — including trade secrets, financials, and client data — during and after the engagement.","Consultant shall not, during or after the Term, disclose or use any Confidential Information of Client without prior written consent. 'Confidential Information' means any non-public information disclosed by Client in connection with this Agreement, including business plans, technical data, customer lists, and financial information.","A confidentiality clause with no defined term for the obligation. Courts in some jurisdictions treat open-ended confidentiality as unenforceable — a 2–5 year post-engagement term is generally safer.",{"name":317,"plain_english":318,"sample_language":319,"common_mistake":320},"Non-solicitation","Prevents the consultant from recruiting the client's employees or contractors, and optionally prevents the client from hiring the consultant's personnel, for a defined period after the engagement.","During the Term and for [12] months thereafter, Consultant shall not directly or indirectly solicit or hire any employee or contractor of Client. Client shall not solicit or hire Consultant's personnel for the same period.","Making the non-solicit mutual on paper but negotiating away the client-side restriction. Mutual terms create goodwill and are generally upheld; one-sided restrictions on consultants alone are more frequently challenged.",{"name":322,"plain_english":323,"sample_language":324,"common_mistake":325},"Limitation of liability","Caps each party's total liability under the contract — typically to the total fees paid in the preceding 3–12 months — and excludes consequential, indirect, and punitive damages.","In no event shall either party's total liability under this Agreement exceed the total fees paid by Client in the [12] months preceding the claim. Neither party shall be liable for indirect, consequential, incidental, or punitive damages.","No limitation-of-liability clause at all on either side. Without a cap, a consultant could face a claim for the full financial impact of a flawed deliverable — far exceeding any project fee.",{"name":327,"plain_english":328,"sample_language":329,"common_mistake":330},"Termination and wind-down","States the notice period required to terminate the agreement, the conditions under which either party may terminate immediately for cause, and the obligations (payment, return of materials) on wind-down.","Either party may terminate this Agreement for convenience on [30] days' written notice. Either party may terminate immediately for material breach that remains uncured [10] business days after written notice. Upon termination, Client shall pay all fees earned through the termination date.","Omitting payment obligations on early termination. Without explicit language, consultants who are terminated mid-project may have no contractual right to payment for work completed but not yet invoiced.",{"name":332,"plain_english":333,"sample_language":334,"common_mistake":335},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the contract and how disputes are resolved — arbitration, mediation, or litigation — and in which venue.","This Agreement is governed by the laws of [STATE / PROVINCE / COUNTRY], without regard to conflict-of-law principles. Any dispute shall be resolved by binding arbitration administered by [AAA / JAMS] in [CITY], except that either party may seek injunctive relief in any court of competent jurisdiction.","Choosing a governing-law jurisdiction with no connection to where either party operates or the work is performed. Some jurisdictions will decline to apply a governing-law clause that has no rational nexus to the dispute.",[337,342,347,352,357,362,367,372],{"step":338,"title":339,"description":340,"tip":341},1,"Identify both parties with full legal names","Enter the client's registered entity name and the consultant's full legal name or registered business name. Include entity type (LLC, corporation, sole proprietor) and state or province of formation.","Ask the consultant for a copy of their business registration or W-9 (US) before the engagement begins — this confirms the correct legal name and tax ID for the contract and any 1099 filing.",{"step":343,"title":344,"description":345,"tip":346},2,"Draft Schedule A with specific deliverables and timelines","Move all project details — task list, deliverables, acceptance criteria, and milestones — to Schedule A rather than the contract body. Define acceptance criteria clearly so both parties agree on when a deliverable is 'done'.","Add a Change Order clause to the main body and include a blank Change Order form as Schedule B — this makes scope additions trackable and prevents verbal agreements from overriding the contract.",{"step":348,"title":349,"description":350,"tip":351},3,"Set the fee structure and payment schedule","Choose hourly, fixed-fee, milestone-based, or retainer billing. State the exact amounts, invoicing frequency, payment due date (Net 15 or Net 30), and the interest rate on late payments.","For fixed-fee projects, tie at least 10–20% of the total fee to final client acceptance of deliverables — this gives the client leverage to ensure quality and the consultant a clear trigger for final payment.",{"step":353,"title":354,"description":355,"tip":356},4,"Confirm the independent contractor classification","Review the behavioral control language. The contract should not specify when or where the consultant works, require exclusive availability, or impose employee-style supervision. If it does, revise those terms or reclassify the engagement.","Run the engagement through the IRS 20-factor test (US) or the applicable provincial or national test before signing. Misclassification penalties can include back taxes, interest, and employment benefit liability.",{"step":358,"title":359,"description":360,"tip":361},5,"Define IP ownership and Background IP carve-outs","Confirm all deliverables are assigned to the client. Then explicitly list or describe any pre-existing consultant tools, code libraries, templates, or methodologies that are excluded from the assignment.","If the consultant's Background IP is embedded in the deliverable, negotiate a perpetual, royalty-free license to use it rather than attempting a full transfer — this is more realistic and avoids disputes.",{"step":363,"title":364,"description":365,"tip":366},6,"Set confidentiality duration and non-solicitation terms","Define the post-engagement confidentiality period (2–5 years is typical; perpetual for trade secrets). Set the non-solicitation window — 12 months is standard for most engagements; 24 months for senior or executive consulting roles.","Make confidentiality obligations survive termination explicitly — state 'obligations under this Section survive the expiration or termination of this Agreement' — otherwise a court may treat them as lapsing.",{"step":368,"title":369,"description":370,"tip":371},7,"Insert the limitation-of-liability cap","Set the liability cap to the total fees paid in the preceding 12 months or the total project fee, whichever is higher. Exclude consequential and punitive damages for both parties.","Some clients in regulated industries (financial services, healthcare) require the consultant to carry professional liability (E&O) insurance — add a certificate-of-insurance requirement to Schedule A if applicable.",{"step":373,"title":374,"description":375,"tip":376},8,"Execute before work begins","Both parties must sign before the consultant starts any billable work. Post-start signatures create a fresh-consideration problem for IP assignment and restrictive covenants in common-law jurisdictions.","Use an e-signature tool and timestamp execution. Store the fully executed agreement alongside the consultant's W-9 or equivalent tax form in a single vendor file.",[378,382,386,390,394,398],{"mistake":379,"why_it_matters":380,"fix":381},"No written scope of work or vague deliverable descriptions","Without a defined scope, the client and consultant will disagree on what 'done' looks like — leading to endless revision cycles, disputes over final payment, and no contractual mechanism to resolve them.","Attach a Schedule A that lists each deliverable with a description, acceptance criteria, and deadline. Require a signed Change Order for any addition to scope.",{"mistake":383,"why_it_matters":384,"fix":385},"Missing IP assignment clause","Under US copyright law, work created by an independent contractor is owned by the contractor by default unless a written assignment exists. The same default applies in Canada, the UK, and most of the EU.","Include an explicit assignment clause transferring all deliverables and work product to the client, and add a carve-out for the consultant's pre-existing Background IP.",{"mistake":387,"why_it_matters":388,"fix":389},"Signing after work has already started","In common-law jurisdictions, a consultant who has already begun work gave no new consideration for IP assignment, non-solicitation, or confidentiality clauses added after the fact — courts have voided these clauses on this basis.","Execute the agreement before the consultant performs any billable work. If that window has passed, provide documented additional compensation as fresh consideration at the time of signing.",{"mistake":391,"why_it_matters":392,"fix":393},"No limitation-of-liability clause","Without a liability cap, a consultant could face a claim for the full downstream financial impact of a flawed deliverable — an amount that could dwarf the project fee by orders of magnitude.","Include a mutual limitation-of-liability clause capping each party's exposure at the total fees paid in the preceding 12 months and excluding consequential, indirect, and punitive damages.",{"mistake":395,"why_it_matters":396,"fix":397},"Behavioral control language that mimics employment","Specifying required work hours, mandatory on-site presence, or day-to-day supervision in the contract is the primary indicator courts use to reclassify a contractor as an employee — triggering back taxes, benefit liability, and statutory entitlements.","State only the deliverables and deadlines. Remove language dictating how, when, or where the consultant works. If that level of control is operationally necessary, the engagement may require employment, not a consulting contract.",{"mistake":399,"why_it_matters":400,"fix":401},"Open-ended or undefined confidentiality obligation","Courts in several jurisdictions treat indefinite or perpetual confidentiality clauses as unreasonably broad and unenforceable — leaving the client with no protection at all rather than a limited one.","Define a specific post-engagement confidentiality period (2–5 years for general business information; perpetual only for documented trade secrets) and state explicitly that the obligation survives termination.",[403,406,409,412,415,418,421,424,427],{"question":404,"answer":405},"What is a consulting agreement?","A consulting agreement is a legally binding contract between a client and an independent consultant that defines the terms of a professional services engagement. It sets out the scope of work, fees, payment schedule, intellectual property ownership, confidentiality obligations, and termination rights. Unlike a simple letter of engagement, a long-form consulting agreement provides enforceable protections for both parties across the full lifecycle of the project.\n",{"question":407,"answer":408},"What is the difference between a consulting agreement and an independent contractor agreement?","A consulting agreement is tailored for knowledge-work engagements — strategy, marketing, IT, finance, HR — where the deliverable is advice, analysis, or a project output. An independent contractor agreement is a broader term covering any self-employed worker, including tradespeople and gig workers. Consulting agreements typically include more detailed IP assignment, confidentiality, and deliverable-acceptance provisions than a standard contractor agreement.\n",{"question":410,"answer":411},"Who should sign a consulting agreement?","Both the client and the consultant must sign. If either party is a legal entity (LLC, corporation, partnership), the signatory must be an authorized representative — typically an officer, director, or managing member with authority to bind the entity. Signing in a personal capacity when the contracting party is a company can expose the individual to personal liability and creates ambiguity about which entity owns the resulting IP.\n",{"question":413,"answer":414},"Does a consulting agreement need to be notarized?","No. A consulting agreement is generally enforceable in most jurisdictions when signed by authorized representatives of both parties without notarization. Notarization may be required in specific contexts — for example, if the agreement is being recorded in a public registry or if local law requires it for contracts above a certain value — but this is uncommon for standard consulting engagements.\n",{"question":416,"answer":417},"Who owns the intellectual property created under a consulting agreement?","Ownership depends entirely on what the contract says. Under the default rules in the US, Canada, the UK, and most of the EU, work created by an independent contractor belongs to the contractor, not the client. To transfer ownership to the client, the agreement must include an explicit written IP assignment clause. Without one, the client may have a license to use the deliverables but will not own them outright.\n",{"question":419,"answer":420},"Can a consulting agreement include a non-compete clause?","Yes, but enforceability depends on jurisdiction, scope, and duration. Courts generally disfavor broad non-competes in consulting agreements more than in employment contracts, because consultants often rely on industry-specific expertise across multiple clients. A well-drafted restriction limits the consultant's competitive activity to a specific sector, geography, and time period — typically 6 to 12 months. California, Minnesota, and several EU jurisdictions restrict or ban post-engagement non-competes entirely.\n",{"question":422,"answer":423},"What payment terms are typical in a consulting agreement?","Net 30 from invoice date is the most common standard for B2B consulting engagements. For longer or higher-value projects, milestone-based payments tied to deliverable acceptance are standard — typically 30–40% on signing, 30–40% at a midpoint milestone, and 20–30% on final acceptance. Monthly retainers are billed in advance at the start of each period. Always include a late-payment interest clause — 1.5% per month is typical.\n",{"question":425,"answer":426},"What is the difference between a short-form and a long-form consulting agreement?","A short-form consulting agreement covers the basics — scope, fees, IP, confidentiality, and termination — in 2 to 4 pages. A long-form agreement adds detailed provisions for limitation of liability, indemnification, insurance requirements, dispute resolution, force majeure, audit rights, and subcontracting. Use the long form for engagements involving sensitive IP, significant fees, regulated industries, or multi-party arrangements where full legal clarity is worth the additional complexity.\n",{"question":428,"answer":429},"Can a consultant use subcontractors under a consulting agreement?","Only if the agreement expressly permits it. Many clients restrict subcontracting to maintain control over who accesses their confidential information and performs the work. If subcontracting is permitted, the agreement should require the consultant to impose equivalent confidentiality and IP assignment obligations on any subcontractor and remain fully responsible to the client for the subcontractor's performance.\n",[431,435,439,443,447,451],{"industry":432,"icon_asset_id":433,"specifics":434},"Technology and SaaS","industry-saas","Source code ownership, Background IP carve-outs for reusable libraries, and data-security obligations for consultants accessing production systems or customer data.",{"industry":436,"icon_asset_id":437,"specifics":438},"Financial services","industry-fintech","Regulatory compliance obligations, professional indemnity insurance minimums, and enhanced confidentiality covering proprietary trading strategies and client financial data.",{"industry":440,"icon_asset_id":441,"specifics":442},"Healthcare and life sciences","industry-healthtech","HIPAA business associate obligations incorporated by reference, credentialing prerequisites, and indemnification provisions covering regulatory penalties arising from consultant error.",{"industry":444,"icon_asset_id":445,"specifics":446},"Professional services and management consulting","industry-professional-services","Deliverable-based milestone payments, client non-solicitation protecting long-term fee relationships, and joint-deliverable ownership provisions for co-developed frameworks.",{"industry":448,"icon_asset_id":449,"specifics":450},"Construction and engineering","industry-construction","Design liability and professional negligence indemnification, site-access and safety compliance obligations, and lien-waiver coordination with the prime contract.",{"industry":452,"icon_asset_id":453,"specifics":454},"Marketing and creative agencies","industry-marketing","Third-party content licensing obligations, moral rights waivers for creative deliverables, and usage-rights definitions specifying channels, territories, and durations.",[456,459,461,465],{"vs":229,"vs_template_id":457,"summary":458},"consulting-agreement---short-D12542","The short-form agreement covers scope, fees, IP, and confidentiality in 2–4 pages — sufficient for low-risk, short-duration engagements with trusted counterparties. The long form adds limitation of liability, indemnification, insurance requirements, audit rights, and detailed dispute resolution. Use the long form whenever the engagement involves sensitive IP, significant fees, a regulated industry, or multiple subcontractors.",{"vs":88,"vs_template_id":240,"summary":460},"An independent contractor agreement is a general-purpose document for self-employed workers across industries — tradespeople, gig workers, and knowledge workers alike. A consulting agreement is purpose-built for professional advisory engagements, with deeper deliverable-acceptance mechanics, IP carve-outs for Background IP, and liability caps calibrated to fee size. For any engagement involving complex deliverables or significant confidential information, the consulting agreement provides materially stronger protection.",{"vs":462,"vs_template_id":463,"summary":464},"Statement of Work","D{STATEMENT_OF_WORK_ID}","A Statement of Work (SOW) is a scope document — it defines what will be done, by when, and at what cost — but it is not a standalone contract. An SOW is typically issued under a master consulting agreement that supplies the governing legal terms. If no master agreement exists, the consulting agreement template includes a Schedule A that functions as an integrated SOW, eliminating the need for a separate document.",{"vs":466,"vs_template_id":467,"summary":468},"Employment Contract","employment-agreement_at-will-employee-D541","An employment contract creates an employer-employee relationship with all associated statutory obligations — payroll taxes, benefits, notice periods, and termination protections. A consulting agreement establishes an independent contractor relationship with none of those obligations, provided the behavioral-control and economic-dependence tests are satisfied. Misclassifying an employee as a consultant triggers significant tax penalties and benefit liability; when in doubt, seek legal advice before choosing the consulting structure.",{"use_template":470,"template_plus_review":474,"custom_drafted":478},{"best_for":471,"cost":472,"time":473},"Standard domestic consulting engagements with clearly defined scope, moderate fees, and no unusual IP or regulatory complexity","Free","30–60 minutes",{"best_for":475,"cost":476,"time":477},"Engagements involving sensitive IP, fees above $25,000, regulated industries, or cross-border work","$300–$800 for a 1–2 hour attorney review","1–3 business days",{"best_for":479,"cost":480,"time":481},"Complex multi-party engagements, executive-level advisory arrangements with equity, heavily regulated industries, or international consulting with multi-jurisdiction IP","$1,500–$5,000+","1–3 weeks",[483,488,493,498],{"code":484,"name":485,"flag_asset_id":486,"note":487},"us","United States","flag-us","Under US copyright law (17 U.S.C. § 101), work created by an independent contractor is owned by the contractor unless it qualifies as 'work for hire' under a narrow list of categories and is expressly designated in writing — making an explicit IP assignment clause essential. Worker classification is tested under IRS, Department of Labor, and state-level standards (notably California AB5). Non-compete enforceability varies sharply by state — California, Minnesota, and North Dakota ban most post-engagement restrictions.",{"code":489,"name":490,"flag_asset_id":491,"note":492},"ca","Canada","flag-ca","Canada has no federal 'work for hire' doctrine equivalent to the US provision — IP created by a contractor defaults to the contractor in all provinces under the Copyright Act, making a written assignment mandatory. Worker misclassification is assessed by the CRA using a multi-factor control test; penalties include back CPP contributions, EI premiums, and interest. Quebec contracts must be drafted or translated into French for provincially regulated employers, and Quebec courts apply civil law principles rather than common law.",{"code":494,"name":495,"flag_asset_id":496,"note":497},"uk","United Kingdom","flag-uk","UK copyright law vests first ownership in the creator — an independent consultant — unless a contract assigns it to the client; always include an express assignment. IR35 rules require clients to assess whether the consultant is effectively an employee and, if so, to deduct income tax and National Insurance at source; off-payroll working rules have applied to medium and large private-sector clients since April 2021. Post-engagement restrictive covenants are enforceable if reasonable in scope, duration, and geographic reach.",{"code":499,"name":500,"flag_asset_id":501,"note":502},"eu","European Union","flag-eu","EU member states vary significantly in their approach to contractor classification, IP ownership, and post-engagement restrictions. Several countries — France, Germany, Netherlands — have 'bogus self-employment' regimes that can reclassify frequent or dependent consultants as employees, triggering social security contributions retroactively. The GDPR applies to any consultant who processes personal data on behalf of the client; a Data Processing Agreement must accompany or be incorporated into the consulting agreement. Non-compete compensation requirements vary by country — France requires financial compensation equal to a percentage of average monthly salary.",[230,240,504,246,250,233,467,505,506,507,508,509],"non-disclosure-agreement-nda-D12692","service-agreement-D12711","statement-of-work-D12981","sales-invoice-D383","purchase-order-D1411","general-non-compete-agreement-D882",{"emit_how_to":194,"emit_defined_term":194},{"primary_folder":112,"secondary_folder":512,"document_type":513,"industry":514,"business_stage":515,"tags":516,"confidence":521},"services-and-consulting","agreement","general","all-stages",[517,518,156,519,520],"contract","professional-services","services","independent-contractor",0.95,"\u003Ch2>What is a Consulting Agreement (Long Form)?\u003C/h2>\n\u003Cp>A \u003Cstrong>Consulting Agreement (Long Form)\u003C/strong> is a legally binding contract between a client company and an independent consultant that governs a professional services engagement in comprehensive detail. It establishes the full legal framework for the relationship — defining the scope of work and acceptance criteria, setting fees and payment milestones, assigning ownership of all deliverables and intellectual property to the client, imposing confidentiality and non-solicitation obligations, capping each party's liability exposure, and providing clear mechanisms for termination and dispute resolution. Unlike a letter of engagement or a simple contractor agreement, the long form addresses every foreseeable friction point before work begins, so that both parties have a single authoritative document to reference if something goes wrong.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a written consulting agreement, three categories of risk materialize immediately. First, any deliverables, code, reports, or strategies the consultant creates belong to the consultant by default under copyright law in the US, Canada, the UK, and most of the EU — the client pays for the work but does not own it. Second, a departing consultant faces no legal barrier to taking proprietary information to a competitor, working for that competitor the next day, or recruiting the client's staff. Third, if the engagement goes wrong, the client has no contractual basis to limit its financial exposure or compel the consultant to remedy defective work within a defined timeline. A properly executed long-form consulting agreement closes all three gaps before the first invoice is issued, and the investment of 30 to 60 minutes completing this template is a fraction of the cost of a single disputed deliverable or misappropriated trade secret.\u003C/p>\n",1781185937097]